1702.462
Form of certificate of conversion.

(A)
Upon
the adoption of a declaration of conversion pursuant to section 1702.461 of the
Revised Code, or at a later time as authorized by the declaration of
conversion, a certificate of conversion that is signed by an authorized
representative of the converting entity shall be filed with the secretary of
state. The certificate shall be on a form prescribed by the secretary of state
and shall set forth only the information required under division (B) of this
section.

(1)
The
certificate of conversion shall set forth all of the following:

(a)
The
name and form of entity of the converting entity and the state under the laws
of which the converting entity exists;

(b)
A
statement that the converting entity has complied with all of the laws under
which it exists and that the laws permit the conversion;

(c)
The
name and mailing address of the person or entity that is to provide a copy of
the declaration of conversion in response to any written request made by a
member of the converting entity;

(d)
The
effective date of the conversion, which date may be on or after the date of the
filing of the certificate pursuant to this section;

(e)
The
signature of the representative or representatives authorized to sign the
certificate on behalf of the converting entity and the office held or the
capacity in which the representative is acting;

(f)
A
statement that the declaration of conversion is authorized on behalf of the
converting entity and that each person signing the certificate on behalf of the
converting entity is authorized to do so;

(g)
The
name and the form of the converted entity and the state under the laws of which
the converted entity will exist;

(h)
If
the converted entity is a foreign entity that will not be licensed in this
state, the name and address of the statutory agent upon whom any process,
notice, or demand may be served.

(2)
In
the case of a conversion into a limited liability company, limited partnership,
or other partnership, any organizational document, including a designation of
agent, that would be filed upon the creation of the new entity shall be filed
with the certificate of conversion.

(3)
If
the converted entity is a foreign entity that desires to transact business in
this state, the certificate of conversion shall be accompanied by the
information required by divisions (B)(1)(c)(ii) and (iii) of section 1702.461
of the Revised Code.

(4)
If a foreign
or domestic corporation licensed to transact business in this state is the
converting entity, the certificate of conversion shall be accompanied by the
affidavits, receipts, certificates, or other evidence required by division (G)
of section 1702.47 of the Revised Code, with respect to a converting domestic
corporation, or by the affidavits, receipts, certificates, or other evidence
required by division (C) or (D) of section 1703.17 of the Revised Code with
respect to a foreign corporation.

(C)
If
the converting entity or the converted entity is organized or formed under the
laws of a state other than this state or under any chapter of the Revised Code
other than this chapter, all documents required to be filed in connection with
the conversion by the laws of that state or that chapter shall be filed in the
proper office.

(D)
Upon the
filing of a certificate of conversion and other filings required by division
(C) of this section or at any later date that the certificate of conversion
specifies, the conversion is effective, subject to the limitation that no
conversion shall be effective if there are reasonable grounds to believe that
the conversion would render the converted entity unable to pay its obligations
as they become due in the usual course of its affairs.

(E)
The
secretary of state shall furnish, upon request and payment of the fee specified
in division (K)(2) of section 111.16 of the Revised Code, the secretary of
state's certificate setting forth all of the following:

(1)
The
name and form of entity of the converting entity and the state under the laws
of which it existed prior to the conversion;

(2)
The
name and form of entity of the converted entity and the state under the laws of
which it will exist;

(3)
The date of
filing of the certificate of conversion with the secretary of state and the
effective date of the conversion.

(F)
The
certificate of the secretary of state, or a copy of the certificate of
conversion certified by the secretary of state, may be filed for record in the
office of the county recorder of any county in
this state and, if filed, shall be recorded in the official records of that county. For the recording, the county recorder shall charge
and collect the same fee as in the case of deeds.